The next morning, Aunt May wakes up in her bed. She takes the blankets off of her and sits up. She stands up out of bed. May walks out of the bedroom and walks down a hallway. The house is littered with pictures of Peter, Ben, and May. Also in the hall is a picture of May's sister, Mary Parker. Next to Mary in the picture is Richard Parker, Mary's husband.

May walks to the end of the hallway with stairs leading down into the living room. May walks down the stairs and enters the living room. May turns right, heading toward the kitchen.

Suddenly, there is a knock at the front door. May stops walking and turns around toward the door. May approaches the door. She looks through the peephole, as she isn't expecting company. However, she only sees Peter carrying a suitcase. May unlocks the door and opens it.

"Peter, what a nice surprise!" May states, hugging Peter.

"Yeah, it's good to see you, Aunt May," Peter replies. The two break off the hug, and May steps back slightly. Aunt May draws attention to Peter's suitcase.

"What's with the suitcase?" She asks, pointing to it.

"Oh, this?" Peter raises his arm that's carrying the suitcase, "It's clothes, cause I'm staying here for a few days,"

"Why is that?" May asks, Peter puts his arm down and walks into the house.

"Well, I mean, for one I abandoned you on your birthday," Peter starts.

"Peter, that was weeks ago," May interrupts, crossing her arms.

"Yes, but," Peter continues, "I did mention that I owe you one. I knew that you were never gonna make me do something so I made the decision for you. I'll be staying here for a week and we can hang out with each other, how does that sound?"

"Well, that sounds fun," May answers, "but you really don't have to do all of this for me,"

"I know, but I want to," Peter states, "is my old room still available?"

"Of course, it is," May finishes, Peter walks up the stairs into the hallway. Peter opens the first door on his left. The door leads to a bedroom. Inside the bedroom is a mattress on top of a wooden frame, on the other side of the room is a shelf with three science trophies, and a desk parallel to a corner. Peter walks through the doorframe and into his old room. Peter puts the suitcase on top of the desk and lets go of it. Peter wanders around his old room, reminiscing about his life before getting bit by the spider. Peter eventually walks out of the room and back downstairs.

Kearney swings through New York City as the sun rises. Kearney swings high in the air to avoid being spotted by New York City pedestrians. Kearney looks down and sees a tiny building with two figures on it. Kearney starts to freefall toward the building. Kearney is eventually close enough to the roof of the building that he uses a web to slow his descent. Kearney gets closer by swinging to the roof of the building. Kearney sees that the figures are Sam and Simon. Kearney lands on the roof of the building.

"What took you so long?" Simon asks with his hands on his hips.

"You try learning to swing on a rope around a big city," Kearney retaliates, walking toward the pair.

"Well, what do we do now?" Simon takes his hands off of his hips and crosses his arms.

"I don't want there to be any unnecessary casualties, so we wait until night, then I'll make a move," Kearney answers.

"Well, then what?" Simon continues, "If you beat Spider-Man, what happens then?"

"I don't care what happens after the job is done," Kearney finishes. He stops walking and looks forward at the sunrise.

Captain Stacy opens the front doors of the NYPD and walks into the building, he closes the doors behind him. The receptionist at the front desk sees that Captain Stacy is on edge.

"How's it going, captain?" The receptionist asks. Captain Stacy starts walking toward his office.

"Not great," Captain Stacy walks past the receptionist, "not great at all," Captain Stacy climbs up a flight of stairs. He walks down a hallway with a checkered pattern floor. Stacy arrives at a wooden door with his name on it. Stacy opens the door and enters his office.

Stacy walks to his desk and sits down in his office chair. The captain grabs his office phone and puts it to his ear. He dials an extension number for Lieutenant Wantabe. After the phone rings for a moment, Wantabe picks up the phone.

"Good morning, captain," Yuri greets.

"Morning," Stacy responds.

"So, you got any news, or are you just checking in?" Yuri asks.

"Actually, I have some bad news," Stacy answers, "I'm fairly certain that Kearney is going to make a move," Stacy's voice has a hint of dread.

"So, what's ours then?" Yuri continues.

"We need to have every cop in this city on patrol throughout every street, and every rooftop," Stacy plans, however his voice indicates that he's focusing on something else.

"Sounds good enough," Yuri concludes, "you sound distracted, is everything okay?"

"Yeah, it's just," Stacy responds, "The captain in Secaucus, she said something that I've been trying to wrap my head around,"

"Well, I wouldn't stress about it until Kearney is dealt with, he is what's important right now,"

"I know, you're right," Stacy listens to Yuri's advice, "let's just get this guy,"

"Sounds like a plan, I'll see you later,"

"See you later," They both hang up the phone. Captain Stacy grabs his walkie-talkie and holds the talk button. "I need all available units to start patrolling around the city looking for Kearney Jones, he's the number one priority. Look through the streets and any rooftop you can get on," He turns the walkie-talkie off.

Kearney continues to look out at the city. His attention is drawn to a police car that comes around a corner. Kearney steps away from the edge and turns to Simon and Sam.

"Cops," Kearney states, "don't be seen," Kearney, Simon, and Sam group up in the center of the roof so as not to be seen by the cops on the ground.

On the ground, a cop car pulls up to the building that Kearney, Simon, and Sam are on. The car parks by the curb. A police officer opens the driver's seat and exits the car. He closes the door behind him. The officer walks up toward the front door of the building and opens it. The officer walks into the building. He sees a door that leads to a stairwell and a desk that curves around a corner with a receptionist. The officer walks up to the receptionist and shows her his badge.

"I'm Officer Marston of the NYPD, I need access to your roof to locate a fugitive," Officer Marston states. The receptionist hands Marston a key and points to the door that leads to the stairwell.

"Right through there," She says. Marston walks over to the stairwell and the receptionist puts her arm down. Marston walks into the stairwell and starts to climb up the stairs. He rests his hand on his gun. Marston's adrenalin starts to rise from tension as he ascends the levels. First, he's on floor 2, then 3, then 4, then the roof. Marston puts his ear on the door leading to the roof to hear any talking.

Kearney peaks over the roof's edge and looks down at the curb. He sees a police car parked. Kearney walks over to the door on the roof. He takes off his mask to activate his enhanced senses. His spider-sense starts going off again as he senses Spider-Man somewhere.

Peter is sitting down on the couch at Aunt May's house, May is sitting next to Peter. Suddenly, Peter's spider-sense starts going off in Kearney's presence. It's faint, but there.

Kearney puts his ear against the door and slightly hears breathing. He immediately puts his mask back on.

Peter looks off in the distance, to Aunt May's concern.

"Is everything alright, Peter?" May asks in a worried voice. Suddenly, his spider-sense goes back to normal. Peter looks at his feet for a second, then at May.

"Yeah, everything's fine, just went into deep thought," Peter responds.

"That's the mark of a smart man, don't forget that," May states.

Kearney walks over to Sam.

"Stand by the door," He orders, whispering in Sam's ear. Sam walks over to the door and stands by it. Sam grabs a pistol from a holster on his hip and puts a silencer on it.

"Don't kill anyone," Kearney demands, whispering at Sam. Sam keeps the gun by his side.

Officer Marston hears some footsteps outside on the roof. He grabs his walkie-talkie and holds the talk button.

"I'm going to need some backup at an apartment complex on E 45th Street," He whispers and takes his finger off the talk button. Marston backs away from the door, draws his pistol, and kicks the door. The door swings open, and Marston walks out onto the roof. Marston sees Kearney standing in front of him. He also sees Simon standing at Kearney's side.

"NYPD, put your hands up!" Marston shouts at Kearney, pointing his pistol at him.

"Do you really believe I'd do that?" Kearney responds. Suddenly, Marston feels something touch the back of his head. Sam holds Marston at gunpoint. "Now, you're going to get on that walkie-talkie of yours and you're going to tell them that this building is clear," Kearney demands.

"Like I'd do that, they're already on their-" The sound of a silenced gunshot is heard on the rooftop. A bullet approaches Kearney. Simon watches in shock as Kearney dodges the bullet just in time. The bullet speeds away. Kearney and Simon turn back toward Marston, assuming that he fired his gun. However, they see that Marston now has a bullet hole in his head. Marston's body falls to the floor, revealing that Sam fired his gun.

"What did you do!?" Kearney calls out at Sam. Simon puts his hands on the back of his head in stress, "I said no unnecessary casualties," Sam stays silent.

"Well, what do we do now?" Simon asks Kearney.

"I don't know, but we have to move quick," Kearney answers, "We should leave the body here," Kearney points to the body, he looks at the city skyline and sees a building that is familiar to him. He points at the building. "We meet up on top of that building," Sam walks over to the rooftop's edge. He jumps off into an alleyway, landing perfectly on his feet. Kearney turns to Simon.

"Do you want me to swing you there or do you wanna walk?" Kearney asks.

"I'll walk," Simon replies, walking toward the door that leads into the apartment complex. Kearney walks toward another edge and jumps off. He starts to swing to the building in the distance.

Later, Peter and Aunt May are sitting in the living room, they're sitting in places where they are facing each other with the coffee table in between them. On the coffee table is a chessboard. Peter is the black pieces, and May is the white pieces. The black king is in check by the white queen. A knight and pawn are prepared to be back up. All of the other pieces except the white king, who is hiding at the back of the board, are down.

"Hmm," Peter is thinking about his move. He grabs the king and moves it in a direction away from the queen and knight, without seeing the pawn as a threat. Aunt May moves the pawn closer. Peter continues to move the king away from danger.

"Interesting," May says, thinking about her move.

"Oh yeah?" Peter responds.

"Yeah," May answers, she moves her queen closer to the king, placing it in check, "You're playing the coward,"

"So I'm a coward?" Peter asks in a joking tone, he moves the king and takes May's queen.

"In chess, you are," May continues, as she moves the knight closer to the king.

"How is that?" Peter continues to move the king in the direction he was going before.

"What I like to say," May moves the knight in front of the king, "is that you need to find the fine line between cowardice and aggressiveness," Peter takes the knight with the king, "and you'll be just fine,"

"That sounds like good advice," Peter states, his phone starts to vibrate. He pulls out his phone, it's the police scanner app. Peter opens the app and he sees the text that says, 'Spider-Man, come here. Now.'

"I'm so sorry, Aunt May," Peter apologizes, "Jameson is howling at me, apparently I need to go to the bugle as soon as possible," Peter stands up.

"I see," May responds.

"I'll be back in an hour and a half, tops," Peter assures, as he walks toward the front door. He walks out of Aunt May's house. Peter looks up in disappointment, then sighs. "This better be good," He says to himself. He looks around to see if anyone is nearby. Unfortunately, there are people outside. Peter walks around to the back of Aunt May's house.

Peter changes into his Spider-Man outfit. Spider-Man jumps onto the roof of Aunt May's house. He runs to the other side of the roof and jumps off. Spider-Man starts to swing from Queens to Manhattan.

Captain Stacy stands on the roof of a police station, with his hands on his hips. Lieutenant Wantabe paces side to side on the roof. The wind blows past the two of them. Stacy sees Spider-Man swinging toward him. Spider-Man lands on the roof next to Captain Stacy.

"What's going on?" Spider-Man asks.

"I'll tell you what's going on," Stacy starts, "Kearney's become unhinged, and he's been around too long,"

"I'll take care of it, you know I will," Spider-Man states, Yuri turns her attention toward the hero.

"You better!" Yuri points at Spider-Man as she speed walks toward him, "And I'll tell you why, he killed a cop today. We found Officer Marston, a good and honest man, dead on a rooftop with a bullet hole in his head," Yuri explains, breaking down. "Bring him in, tonight. Or we- I will,"

"Yuri, calm down," Captain Stacy says, "he'll be dealt with,"

"Will he?" Yuri asks, in a serious skeptical tone, "It's been, what, a month? We still haven't caught Kearney when he's fought way more powerful people and won," Spider-Man stays silent.

"She's right, Spider-Man," Stacy states, "you find him tonight and take him down, we'll be here if we're needed,"

"I get it, I'll find him tonight," Spider-Man responds, "if he doesn't find me first," Stacy and Yuri walk toward a door that leads inside the police building. Stacy pulls out his phone and calls his wife. She picks up.

"Hey, Helen," Stacy greets, "listen, I'm gonna have to stay really late tonight. I'm sorry, but we're gonna catch someone tonight," Spider-Man jumps off of the police building. He starts to swing through the city, as he still has ample time before he told May that he'd be back.

Later, Peter opens the front door of Aunt May's house. Peter walks into the living room. Aunt May is sitting on the couch, the chessboard is still set up, and May is watching TV.

"Hey Aunt May," Peter says, sitting next to her on the couch.

"Welcome back, Peter, what did Jameson want?" May asks.

"Nothing much, he just said that I've been submitting fewer Spider-Man pictures lately," Peter answers.

"Huh, I would say a phone call would've been better," Aunt May states.

"Yeah, and I should just email him the pictures, yet here we are. I guess Jameson likes to do things the old-fashioned way," Peter guesses, then the two of them go silent for a moment. "Do you wanna finish our chess game? Peter asks.

"Of course, Peter," Aunt May answers.

That night, Kearney, Simon, and Sam are waiting on the rooftop. Kearney looks in the distance, knowing that the time has come. Kearney looks at Simon, who is still shocked by Officer Marston's murder, and Sam. Kearney looks toward the other two.

"You two need to leave," he orders, "it's time,"

"Are you sure?" Simon asks, "We can help you, especially Sam, the three of us would be able to take him down,"

"Maybe," Kearney answers, "but maybe not. We need people left for The Master Planner. So, if I fail, he'll need you two,"

"I guess you're right," Simon states, he pauses for a moment, "So, I'll see you on the other side?"

"Ideally," Kearney responds. Simon and Sam walk toward a door that leads inside the building. Simon pauses for a moment.

"Do what you have to," He says, before entering the building. Simon closes the door behind him. Kearney turns around, looking at New York City.

"Time to show them who you really are," Kearney says out loud. He puts his hands on his mask and takes it off. Kearney's enhanced senses return alongside the beacon to Spider-Man.

Meanwhile, Peter makes his bed as Aunt May walks past Peter's room in a nightgown.

"I'm going to bed, goodnight Peter," Aunt May wishes.

"Goodnight, Aunt May," Peter responds. He hears Aunt May open and close her bedroom door. Peter grabs his Spider-Man suit. He starts to put it on when suddenly, a distant ringing returns to the back of Peter's head. Peter puts on his Spider-Man suit faster than he ever has before. Spider-Man opens the window in Peter's bedroom and crawls out of it.

"Never thought I'd have to sneak out through this window again," Spider-Man states, as he climbs to the outside of Aunt May's house. He climbs up to the roof of Aunt May's house. The hero gets a running start and jumps off of the roof. He starts to swing toward the location that his spider-sense is telling him to go to.

Spider-Man makes it to Manhattan and continues swinging in the direction that makes the spider-sense even more intense. Spider-Man eventually sees the figure of a brute standing on top of a tall building. Instantly recognizing it as Kearney, Spider-Man speeds toward the building.

Kearney sees Spider-Man speed toward him, he puts his mask back on. The hero charges toward Kearney in the air. Spider-Man tackles Kearney, who throws him off of himself. Spider-Man lands on his feet and slows himself down.

"You're awfully aggressive, Peter Parker" Kearney observably quips.

"Yeah, and you're awfully persistent," Spider-Man quips back.

"Fair," Kearney chuckles. Kearney and Spider-Man stand tall, they both know that one way or another this is their last fight with each other. "Before we get started, I want to tell you a story,"

"Fine, I've got all night," Spider-Man responds.

"Alright, let's start by saying that this building is a bank," Kearney begins, "at this very building, two years ago, there was a robbery,"

"Well, that really narrows the scenarios down," Spider-Man sarcastically states.

"I was at the bank robbery, I had my one shot at getting out of the crime life. To pay off my debt and finally start a real life," Kearney pauses, "but, you wanna know who showed up?"

"I don't know, Abraham Lincoln?" Spider-Man asks in a joking tone.

"Funny," Kearney answers, "it was you, the Spectacular Spider-Man," Kearney mocks, "you dropped by to save the day, and in doing so, you damned me to this path,"

"Listen, Kearney, I'm sorry for what happened and where it led you," Spider-Man consoles, "but, there are better ways to go about something like that,"

"I'm afraid it's a little late for your sympathy," Kearney states, his voice going from casual to a sinister determination. Spider-Man gets into a fighting position, ready to fight. Kearney sees Spider-Man change position and also gets into his fighting position. Both Spider-Man and Kearney wait for the other to attack first.

Eventually, Kearney charges at Spider-Man. Spider-Man charges back at Kearney. Spider-Man leaps in the air to surprise Kearney. Kearney goes into a defensive position. Spider-Man lands on Kearney's shoulders, Kearney grabs Spider-Man and throws him off of the rooftop. Spider-Man shoots a web at the roof as he falls toward the New York streets. Civilians look up as they see Spider-Man fall toward them. The hero swings around the building until he has enough momentum to shoot back up to the rooftop.

Spider-Man swings up above the rooftop. He uses two webs to slingshot himself at Kearney. Kearney shoots a web at Spider-Man as the hero flies toward Kearney. Kearney pulls Spider-Man toward him, making Spider-Man lose control of himself. Kearney grabs Spider-Man out of the air and slams him on the ground. Spider-Man grunts on impact.

Before Spider-Man can rebound, Kearney grabs the hero's leg and throws him off the roof again. The onlookers gasp as Spider-Man freefalls toward them. Spider-Man gains control and starts to swing again before hitting the ground. Kearney sees this and uses two webs to slingshot himself toward Spider-Man. Spider-Man doesn't have time to react when Kearney tackles him.

Kearney and Spider-Man wrestle in the air as they plummet to the ground. Spider-Man pushes Kearney off of him and they both shoot a web in opposite directions from each other to swing just before they hit the ground. Kearney changes directions toward Spider-Man. Kearney catches up to Spider-Man. The hero's spider-sense goes off before Kearney can grab him. Spider-Man goes faster. Kearney sees Spider-Man speed up, he stretches his arm as far as it can go. Kearney grabs Spider-Man's leg.

Spider-Man gasps as Kearney pulls the hero closer to him. Kearney strikes Spider-Man in the face. Spider-Man and Kearney shoot webs and continue to swing. Spider-Man and Kearney swing throughout New York City, chasing each other. A News Helicopter begins to follow Spider-Man and Kearney. The helicopter illuminates both of them with its spotlight.

Meanwhile, at the NYPD, an officer sits in the lobby, watching a sitcom on the TV. Suddenly, the news comes on. The officer starts to pay attention to the breaking news.

"This is breaking news from Daily Bugle reporter Frederick Foswell," The reporter introduces, "New York's vigilante, Spider-Man, is fighting what appears to be someone with the same powerset as Spider-Man. The action is happening on West 45th Street, I strongly encourage everyone to stay indoors and off the street while this is happening," The officer jumps out of the chair and dashes for Captain Stacy's office. The officer runs up the stairs and eventually reaches Stacy's office.

The officer bursts through the door. Captain Stacy is sitting in his officer chair, asleep with his head and arms on his desk. Captain Stacy pops his head up, startled by the noise.

"What's going on?" Captain Stacy asks, still dazed from his slumber.

"Spider-Man is fighting Kearney," The officer answers, Captain Stacy instantly stands up as he listens, "Tonight is the night," Captain Stacy walks toward his office door.

Spider-Man lands on the wall of a building and waits for Kearney. Kearney lands on the same wall next to Spider-Man. The helicopter floats in front of them, the stoplight is pointed right at Spider-Man and Kearney.

"Is this really what you want!?" Spider-Man yells at Kearney, he gestures his arm from Kearney to the News Helicopter.

"This is the only thing that I want," Kearney responds, "nothing will be better or more rewarding in my life than watching you fall as the world watches, helpless to stop it," Kearney charges at Spider-Man. The two begin to fight on the building.

Spider-Man throws a punch at Kearney, who easily dodges and attempts to kick the hero. Spider-Man catches the kick. Kearney changes tactics and slaps Spider-Man in the face. Spider-Man starts to tumble down the building. The hero eventually lets himself fall.

Kearney begins to celebrate prematurely in his mind, thinking that he has defeated Spider-Man. Spider-Man shoots two webs, one at each of Kearney's shoulders. Kearney has little time to react before Spider-Man pulls Kearney off of the building. The spotlight follows Kearney in his descent. Spider-Man lets go of Kearney and shoots a web at the roof of the building, slowing his fall down. Kearney attempts to do the same. However, Kearney cannot slow down quickly enough and lands on a car, crushing it. Spider-Man lands on the ground next to Kearney.

"Well, looks like the tables have turned," Spider-Man quips, "I guess you can't beat the classics," Spider-Man webs Kearney down to the car.

"It appears that Spider-Man has taken down the mysterious foe," Foswell states. Spider-Man's spider-sense starts going off. Suddenly, Kearney rips the webs taping him to the car off. "I take that back, it looks like he has recovered and is ready to start the fight again!"

Kearney gets off of the car and prepares to fight Spider-Man again. They both hear police sirens get closer and closer to them. "The unknown enemy has come back to fight Spider-Man, and it appears that police reinforcements are on the way," Foswell announces, Kearney shoots a web at Spider-Man. Spider-Man breaks the web off of him before Kearney can pull him. Spider-Man runs toward Kearney, he gets into a defensive position. The hero jumps past Kearney and lands on the hood of the car.

Spider-Man jumps off of the hood and Kearney throws a punch at Spider-Man. Before the punch hits Spider-Man, the hero jumps off of Kearney's shoulder to dodge it. Spider-Man, now behind Kearney, shoots two webs at Kearney's back. Before Kearney can react, Spider-Man pulls himself quickly toward Kearney's back. The hero kicks Kearney and pushes him away.

Kearney catches his balance before he falls over. Kearney smiles under his mask as he gets an idea about how to take Spider-Man down. Kearney runs away from Spider-Man, jumps up in the air, and starts to swing away from the hero.

"Huh?" Spider-Man whispers to himself in confusion, he runs toward Kearney and starts to swing after him. The news helicopter follows.

"It appears that the anonymous opponent is attempting to flee from Spider-Man. However, Spider-Man is following him," Foswell says as the helicopter follows Spider-Man and Kearney.

"What are you, scared!?" Spider-Man taunts Kearney as they both swing throughout New York City. Spider-Man sees that Kearney has arrived at Times Square. "Oh no," Spider-Man whispers, realizing Kearney's plan. Kearney turns around toward Spider-Man and he shoots a web at the hero. Spider-Man's spider-sense goes off. However, he is unable to react before the web attaches itself to Spider-Man. Spider-Man tries to pull it off. The citizens in Times Square all look up at the chaos unfolding in the sky. Some parents grab their kids and start walking toward their cars. Other citizens start walking toward their cars as well.

Kearney pulls Spider-Man toward himself. Kearney grabs Spider-Man. The two begin to fall toward the ground.

"It seems like the enemy is trying to take Spider-Man with him," Foswell says with a tense voice. The citizens look back up, praying for the best. Kearney throws Spider-Man toward Times Square. The citizens gasp. Kearney uses a web to slow his own descent, he lands on a rooftop. Spider-Man shoots a web to try and slow down, much like Kearney. Spider-Man starts to swing right before he hits the ground of Times Square. Spider-Man notices that he's about to hit the ground so he starts to roll to slow down. Spider-Man comes to a stop right in front of the iconic red steps. The citizens clap and cheer for their city's hero.

"Alright, I appreciate it, everybody," Spider-Man states, talking to the entire crowd, "but you need to go, now!" The citizens continue to run away from the area. Kearney leaps toward Spider-Man and he lands right in front of him, letting out a grunt from the impact.

"So," Kearney starts, "what's your next move, Peter?"

"Well, allow me to take five minutes of your time to explain every single part of it," Spider-Man jokes. Spider-Man gets ready to continue the fight. The clouds start to pour rain onto New York City.

"Does anyone have visual on Spider-Man?" Captain Stacy asks over his walkie-talkie. The captain is in his police car with the police lights on. He drives through West 45th Street, where Spider-Man and Kearney began their fight.

"Reports say that Spider-Man and Kearney are fighting at Times Square," Someone responds through the police radio.

"Copy that," Captain Stacy finishes, he speeds up and turns on his siren.

Simon and Sam are driving in the van, leaving the bank building. Simon sees a set of televisions through a store window, he slows down to look at them. He sees the news reporting on the battle between Spider-Man and Kearney. Simon sighs and looks at Sam.

"Screw it," Simon says to Sam, "Kearney needs our help," Sam nods at Simon. Simon presses down on the gas, speeding the van up.

Kearney throws Spider-Man at a bookstore window. Spider-Man crashes through the window. Spider-Man sticks to the shelf at the end of the store. Kearney enters the store through the broken window Spider-Man jumps off of the shelf toward Kearney. Kearney punches Spider-Man toward the ground. Spider-Man groans from the pain. Kearney tries to grab anything. Spider-Man uses his hands to boost his feet up, kicking Kearney in the chin. Kearney takes a few moments to recover from the whiplash.

Spider-Man uses this time to get up from the floor and get on top of a row of bookshelves. Kearney attempts to punch Spider-Man. The hero jumps over Kearney. Kearney uses his other hand to grab Spider-Man's leg and slams him back down on the bookshelves. Spider-Man grunts but quickly recovers, flipping backward onto his feet. Kearney starts throwing the bookshelves across the bookstore to get to Spider-Man. The hero attempts to shoot webs at Kearney to restrain him. However, his web shooters are empty.

"So, you're all out, huh?" Kearney rhetorically asks, taunting Spider-Man. Kearney lifts his hands in the air, showing Spider-Man that Kearney has nine full capsules worth of webbing. Kearney transitions into punching Spider-Man. Spider-Man jumps to his right to dodge the punch. The hero lands next to Kearney. Spider-Man stops holding back at throws a powerful punch at Kearney. Kearney goes flying out of the bookstore. Kearney shoots a web at the ground to slow down. The web breaks off almost immediately as it hits the ground. However, it is enough to bring Kearney to the ground.

Kearney, still out of control, tumbles and rolls on the ground. Kearney starts to slow down. He runs into a wall building on the other side of Times Square, bringing Kearney to a complete stop. Kearney sits up, dazed from the punch. Spider-Man walks out of the bookstore. Kearney stands back up.

Captain Stacy approaches Times Square in his police car with the sirens on. Simon and Sam drive up to Times Square on the other side of the road than Captain Stacy. Simon sees the car that Stacy is in. Simon speeds the van up and turns toward Stacy's car. Sam opens his door and jumps out of the van. Captain Stacy attempts to swerve out of the way. Simon rams the van into the captain's police car. The airbags in the police car and the van are released on impact. Nearby cars swerve around to try and get away from the crash. Sam rolls on the street after jumping out of the van.

Captain Stacy sits in the driver's seat, dazed by the crash. His face is bruised and his nose is bloody. Captain Stacy pushes the airbag down. He rests in the car. Sam stands up and pulls his pistol out. He begins to shoot at the captain. Captain Stacy frantically opens his car door. He gets out of the car, keeping his head down as Sam continues trying to kill the captain. Stacy keeps the door open and takes cover behind it. Once Stacy hears that Sam is out of bullets, he stands up and shoots at Sam's leg. Sam is reloading when the bullet enters his leg.

Sam falls to his knee that wasn't shot, he doesn't make a single sound of pain. Captain Stacy sees that Sam is incapacitated and goes out of cover. He walks toward Sam, holding him at gunpoint.

"NYPD, you are under arrest!" Captain Stacy sounds fatigued. Sam throws his piston under the van, and Stacy thinks that it is a gesture of defeat. Simon gets out of the van, and much like Stacy, he is dazed by the car crash. Simon is on the other side of the van than Captain Stacy and Sam. Simon sees the gun on the floor and picks it up. Simon checks the magazine to see if it is loaded and he is disappointed to see that there are no bullets in the magazine.

Simon peaks around the back of the back and sees Captain Stacy handcuffing Sam's hands. Stacy starts thinking about who was driving the van if Sam jumped out. Suddenly, Simon pistol-whips Stacy, causing the captain to fall to the ground.

Meanwhile, a news crew arrives at Times Square to get a closer look at Spider-Man and Kearney's brawl. Kearney throws a punch at Spider-Man, who dodges under it with ease. Spider-Man, in return, throws a flurry of light punches at Kearney. Kearney shoots a web at Spider-Man's eyes. The web successfully covers the hero's eyes. Spider-Man stops punching Kearney to try to rip the web off of his mask. Kearney uses the distraction to throw another punch at Spider-Man.

Spider-Man's spider-sense goes off too late and he gets punched in the face. He falls to the ground but quickly recovers and rolls backward onto his feet. Spider-Man rips the webs off of his mask. Kearney shoots a web at Spider-Man's foot. The hero dodges the web by jumping in the air. He flips toward Kearney. He attempts to kick Kearney from the air with both of his feet. Kearney grabs Spider-Man by the neck in midair. Spider-Man punches Kearney in the face to try and get out of the chokehold. Kearney retaliates by turning toward the red steps and throwing Spider-Man at them.

Spider-Man starts to slow himself down before he touches the stairs. However, he loses control of himself just as he approaches the red steps and falls over onto them. Kearney leaps in the air toward Spider-Man. While in the air, he shoots webs at Spider-Man's wrists. The webs attach to the hero's wrists, restraining him to the red stairs. Kearney lands right in front of Spider-Man. He leans closer to Spider-Man.

"How would you like the city to see you for who you really are, Peter?" Kearney whispers to Spider-Man, and he turns toward the news crew. The news crew stumbles backward a little as Kearney stares them down. Kearney looks back at Spider-Man. Kearney takes off Spider-Man's mask, revealing him as Peter Parker. However, the news crew cannot get a good shot of Spider-Man's face. Suddenly, the police sirens stop getting louder.

Spider-Man uses all of his strength to break one of his hands out of the web. He punches Kearney hard, sending the brute away from him. Spider-Man uses the time he bought to rip his other hand free of the web. Spider-Man runs toward Kearney, who has recovered from the punch.

Kearney prepares to shoot another web at Spider-Man. Spider-Man grabs Kearney's arm and points it at the news crew, who begin to panic. Kearney fires the web and it attaches to the cameraman's camera. Spider-Man grabs the web and pulls on it. The camera falls out of the cameraman's hands and breaks on the ground.

"You guys gotta get out of here!" Spider-Man yells at the news crew, keeping his face hidden. Without any news to report, the news crew run back to their news van. Kearney punches Spider-Man hard and the webslinger crouches from the punch. Spider-Man gets on all four of his limbs to attempt to stand back up. Kearney grabs Spider-Man's back and kicks his stomach with his knee. Spider-Man falls to the ground but rolls over and gets in a position with his legs back, one hand on the ground, and the other on his stomach.

"I'm tired of these games, give me what you really got!" Kearney taunts and Spider-Man scoffs in response.

"You first," Spider-Man and Kearney charge at each other. The rain starts to fall harder. Kearney throws another punch at Spider-Man. However, the hero slides underneath the brute to get behind him. Spider-Man stands up behind Kearney and punches his back with force. Kearney falls to the ground but quickly gets back up and turns around. Kearney shoots a multitude of webs at Spider-Man to stun him. Kearney shoots one of the webs at the hero's legs, tying them together.

Kearney punches Spider-Man. Spider-Man falls and tumbles on the ground. Kearney walks over to Spider-Man, who is flailing around, trying to get out of the webbing. Kearney shoots a web at Spider-Man and pulls him out. Kearney punches Spider-Man below the neck. Spider-Man grunts and groans.

"See?" Spider-Man quips, despite the pain, "Was this so hard?" Kearney prepares to attack Spider-Man again, but the two of them get distracted when they see a flash go off in the distance. Kearney and Spider-Man look at a bench that the flash originated from. What they see is a teenager holding a camera, probably trying to sell photos much like Peter Parker.

Spider-Man rolls away from Kearney, he uses his strength to break his arms and legs free of the webbing. Spider-Man stands up and speeds toward his mask. The photographer starts to flee the scene but still takes the time to see if she can grab any more good photos. Spider-Man grabs his mask and swiftly puts it back on. Kearney chases after Spider-Man.

Meanwhile, Simon holds Captain Stacy at gunpoint. Sam rests against the van, with his hand on his knee. The rain pours down on the three of them.

"I'm going to tell you one last time," Simon demands, "Tell your men to back off, unless, of course, you want to dye your hair red?"

"They've already gotten their orders," Stacy responds, without fear in his voice, "they're probably already at Times Square, by now,"

"If that were the case, wouldn't they want to know where their captain is?" Simon retaliates. Stacy pauses as he thinks about his next move. Stacy reluctantly holds down the talk button on his walkie-talkie.

"All units, do not approach Times Square. Let Spider-Man handle this one. I don't want any arguing, this is an order," Stacy says over the walkie-talkie, he releases the talk button.

"Copy that," Many cops respond over time, the majority of them have slight confusion in their voices. Captain Stacy sighs.

"There," Stacy says, "it's done," Simon nods and walks back toward Sam, still pointing his gun at Stacy.

"You need to get out of here," Simon states to Sam, "if me and Kearney don't make it, The Master Planner will definitely need you. At least more than he would need me, so move," He gives Sam his hand. Sam grabs Simon by the forearm and uses it to pull himself up. Sam begins to walk down the street, away from Simon and Captain Stacy. "Good luck, out there," Simon says his goodbyes. As Sam disappears into the New York Streets, Simon turns his attention back to Captain Stacy.

"So, this is the part where you have to kill me?" Stacy asks, knowing the truth.

"You're all too right," Simon responds, he sounds scared, like he doesn't want to kill anyone. Simon walks closer to Stacy and puts the gun barrel on Stacy's forehead. Simon and Stacy start to breathe faster and faster. Suddenly, Captain Stacy grabs the barrel and moves it above his head. Panicking, Simon fires the gun, missing Stacy completely. Stacy stands up and frees one of his hands off of the barrel. Stacy moves the barrel to the side and uses his free hand to punch Simon in the face before he can do anything. Simon lets go of the gun and falls to the ground, grunting and groaning from the punch.

"Doesn't feel good, does it?" Stacy rhetorically asks, he grabs the gun by the grip and points it at Simon. He holds down the talk button on his walkie-talkie. "I take back what I said," Stacy states, "Spider-Man needs help, now! Get to Times Square ASAP!" The officers respond with more enthusiasm and hope in their voices.

The police sirens start getting louder again at Times Square. Spider-Man and Kearney are continuing their fight. Spider-Man jumps in the air and toward Kearney. Kearney grabs Spider-Man out of the air. He takes off his mask again and throws it to the side. He starts to spin in place, building up momentum. Kearney throws Spider-Man in the direction that the photographer was running toward. Spider-Man goes flying in that direction. Without any webbing to slow himself down, Spider-Man thinks about how he's gonna rebound from this.

Spider-Man tumbles on the ground at great speed, Spider-Man grunts from the impact. The hero crashes into a wall, cracking it. Spider-Man coughs from the crash. Spider-Man, dazed, stumbles back to his feet. Spider-Man looks to his side and sees the photographer from earlier, hiding away from the action. He covers his face to protect his identity.

Spider-Man suddenly has an idea, if he can remove Kearney's mask, then he can use the flash of the camera like how Kearney used flash grenades against him. With the benefit of Kearney being more sensitive to his spider-sense and his general enhanced senses, Spider-Man figures that the combination of the beacon that Spider-Man and Kearney share and the flash of the camera will be enough to take Kearney down. He holds his hand out.

"Listen, I know this is going to sound weird," Spider-Man starts, "but I'm going to need that camera, and I need it now,"

"Of course, anything you need, just win the fight," The photographer puts her camera in Peter's hand.

"Good, now all I need from you is to get to safety," the hero finishes.

"Of course, godspeed, Spider-Man!" The photographer starts to run away from Times Square. Peter takes his hand off of his face, he stares Kearney down from across Times Square. Spider-Man puts the camera over his shoulder with its strap. Kearney starts to run toward Peter, jumps up in the air, and starts swinging toward Spider-Man. Peter turns around and runs up the wall. Spider-Man jumps off of the wall, toward Kearney, at great speed. Kearney prepares himself for Spider-Man's attack.

Kearney and Spider-Man battle in the air. Before they hit the ground, Spider-Man grabs Kearney's mask and takes it off. Suddenly, Kearney is flooded with overstimulation. Kearney tries to swing before he hits the ground but he hits the ground midswing. Kearney rolls on the ground, slowing himself down. Kearney lies on the ground because of the beacon, which has never been so aggressive. Spider-Man lands on the ground with Kearney's mask in his hand. The hero is in less pain than Kearney is, as he is more accustomed to the spider-sense's pain than Kearney. Hiding his enhanced senses isn't doing Kearney any favors, either.

Spider-Man looks at Kearney, who is slowly but surely getting back up. Kearney, despite the pain, shoots a web at his mask that's in Peter's hand. Peter moves the mask out of the way, grabs the camera, and takes a picture of Kearney's face. The flash from the camera sends Kearney's senses on a fierce overdrive. Spider-Man walks over to his mask and picks it up off of the ground before walking back toward Kearney. Police cars pull up to Times Square, and their sirens scream throughout the area, adding to Kearney's pain. Peter puts the Spider-Man mask back on. Kearney screams from the overstimulation.

Kearney uses all of his strength, anger, frustration, pain, and so many other emotions that Spider-Man has brewed to leap at Peter, ready to continue the fight. Spider-Man side steps out of Kearney's way. The hero punches Kearney, who falls to the ground. Kearney gets back up, in a dazed state, stumbling and shaking. Kearney puts his fists up. However, Kearney just can't keep going. He collapses to the ground, passed out. The police officers start to walk toward Kearney to arrest him, a police van arrives at the scene to put Kearney in.

Spider-Man stumbles backward, he sees Kearney being brought into custody. Peter smiles underneath his mask. Spider-Man turns around and leaves from Times Square.

Meanwhile, Captain Stacy brings a handcuffed Simon to another officer's police car. Stacy puts Simon into the back of the police car. Spider-Man approaches the scene, he lands on a street light behind the captain. Stacy turns around and sees Spider-Man.

"So, Kearney's been brought in?" Captain Stacy asks.

"Yeah, it'll be for good this time, right?" Spider-Man answers.

"We'll be prepared this time," The captain reassures.

"Good, what happens now?" Spider-Man asks.

"A crap ton of paperwork," Stacy responds, in a joking tone, "and then interrogate the little assistant that could, over here," Stacy gestures to Simon in the back of the police car.

"Yeah, shame to say that I feel like Kearney is just the beginning," Spider-Man states.

"Oh?"

"Sadly, yes, I found this folder with 'Project - S6' written on it. There was only information on The Vulture and how his suit works, but nothing else," Spider-Man tells the captain.

"I see, we'll definitely check that out," Captain Stacy states.

"Alright, I'll give the folder to you sometime," Spider-Man says, he jumps off of the street light and climbs up a nearby building. Spider-Man makes his way toward his apartment building.

Spider-Man crawls on the wall of Aunt May's house. He opens the window that leads into his room. He crawls through the open window and enters his room. Spider-Man takes off his mask. Peter looks back outside and sees New York City's skyline. Seeing that the city is finally safe, once again, he collapses onto his bed. The hero passes out.